Kaiser Group Holdings Inc - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
16 1월 2008 - 6:12AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 13E-3
Rule 13e-3
TRANSACTION STATEMENT
(Under Section 13(e) of
the Securities Exchange Act of 1934)
(Amendment
No. 6)
KAISER GROUP HOLDINGS, INC.
(Name of the Issuer)
KAISER GROUP HOLDINGS, INC.
(Names of Person Filing Statement)
Common
Stock, $0.01 par value
(Title of Class of Securities)
483059 101
(CUSIP Number of Class of Securities)
Douglas W.
McMinn
President
and Chief Executive Officer
KAISER
GROUP HOLDINGS, INC.
9300 Lee
Highway
Fairfax,
Virginia 22031-1207
(703) 934-3413
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications on Behalf of the
Person Filing Statement)
With copies to:
Dennis J.
Friedman, Esq.
Gibson,
Dunn & Crutcher LLP
200 Park
Avenue
47
th
Floor
New York,
NY 10166-0193
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James J.
Moloney, Esq.
Gibson,
Dunn & Crutcher LLP
3161
Michelson Drive
Irvine,
CA 92612-4412
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This statement is filed in connection with (check the appropriate box):
a.
o
The filing of
solicitation materials or an information statement subject to
Regulation 14A (17 CFR 240.14a-1 to 240.14b-2), Regulation 14C (17
CFR 240.14c-1 to 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under
the Securities Exchange Act of 1934.
b.
o
The filing of
a registration statement under the Securities Act of 1933.
c.
x
A tender
offer.
d.
o
None of the
above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting
the results of the transaction:
x
CALCULATION
OF FILING FEE
Transaction valuation(1):
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Amount of filing fee:
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$
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489,227
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$
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15.02
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(1) Calculated solely
for purposes of determining the filing fee, based on the odd-lot tender offer
price of $29.80 per share for the eligible shares of common stock, multiplied
by 16,417, the estimated maximum number of shares to be purchased in the offer.
x
Check the box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $15.02
Form or Registration No.:
Schedule 13E-3 (File No. 005-41027)
Filing Party: KAISER GROUP
HOLDINGS, INC.
Date Filed: October 25,
2007
Introduction
This Amendment No. 6 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 amends the Schedule 13E-3 filed with the Securities and Exchange
Commission (the Commission) on October 25, 2007, as amended by Amendment
No. 1 filed on November 30, 2007, Amendment No. 2 filed on December 13,
2007, Amendment No. 3 filed on December 21, 2007, Amendment No. 4
filed on January 4, 2008 and Amendment No. 5 filed on January 11,
2008 (the Previous Amendments), by Kaiser Group Holdings, Inc., a
Delaware corporation (the Company) in connection with its offer to purchase
for cash all shares of its common stock, $0.01 par value per share (the Common
Stock), held by stockholders who owned of record or beneficially fewer than
100 shares as of the close of business on October 22, 2007 and who
continued to hold such shares through the expiration of the offer, at a price
of $29.80 per share, pursuant to the offer to purchase dated October 25,
2007 (as amended by the Previous Amendments, the Offer to Purchase) and the
related acceptance card (as amended by the Previous Amendments, the Card).
This
Amendment No. 6 is intended to correct information regarding the results
of the offer to purchase as reported in Amendment No. 5. Except as otherwise noted below, no changes
have been made to the responses to the original Schedule 13E-3, as amended by
the Previous Amendments.
Items
1 through 15 of the Schedule 13E-3, which incorporate by reference the
information contained in the Offer to Purchase and the Card, are hereby amended
as follows:
1. Based on the final count by Computershare
Trust Company, N.A., the depositary and paying agent for the offer (Computershare),
6,313 shares of Common Stock from 414 record and beneficial holders eligible to
participate in the offer were properly tendered. The Company has accepted for purchase all of
the shares properly tendered at a purchase price of $29.80 per share for each
share tendered, for an aggregate purchase price of $ 188,127.40.
The
number of shares accepted for purchase by the Company in the offer represents
0.35% of its currently-outstanding shares.
2
Item 16. Exhibits.
(a)(1)(i)
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Offer
to Purchase for Cash dated October 25, 2007.*
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(a)(1)(ii)
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Form of
Acceptance Card with letter to odd-lot record holders.*
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(a)(1)(iii)
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Form of
Acceptance Card with letter to odd-lot holders of unexchanged Old Kaiser
shares.*
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(a)(1)(iv)
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Form of
letter to odd-lot beneficial holders.*
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(a)(1)(v)
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Form of
letter to holders ineligible to participate.*
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Not
applicable.
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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* Previously filed.
3
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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KAISER GROUP HOLDINGS, INC.
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By:
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/s/ Douglas W. McMinn
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Name:
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Douglas W. McMinn
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Title:
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President and Chief Executive Officer
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Date:
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January 15, 2008
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EXHIBIT
INDEX
Exhibit
Number
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Description
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(a)(1)(i)
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Offer to Purchase for Cash dated October 25, 2007.*
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(a)(1)(ii)
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Form of Acceptance Card with letter to odd-lot record holders.*
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(a)(1)(iii)
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Form of Acceptance Card with letter to odd-lot holders of
unexchanged Old Kaiser shares.*
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(a)(1)(iv)
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Form of letter to odd-lot beneficial holders.*
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(a)(1)(v)
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Form of letter to holders ineligible to participate.*
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* Previously filed.
Common Stock (CE) (USOTC:KGHI)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Common Stock (CE) (USOTC:KGHI)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024